HSP-012: NEAR House of Stake Conflict of Interest Policy

House of Stake Proposals
1 
hsp: 012  
title: NEAR House of Stake Conflict of Interest Policy 
description: Establishes principles for identifying, disclosing and managing conflicts of interest  
author: Hack Humanity  
discussions-to: https://gov.near.org/t/hsp-012-near-house-of-stake-conflict-of-interest-policy/42055  
status: Review  
track: Decision  
type: Simple majority  
category: Legitimacy & Engagement  
stakeholders: See section "Stakeholders"  
created: 2026-02-17  
requires: No dependencies

NEAR House of Stake Conflict of Interest Policy

Abstract

Proposal for Version: v1.0
Audience: NEAR community
Archive: Version 0.3

This proposal adopts the Conflict of Interest Policy v1.0 for NEAR House of Stake.

The Policy establishes principles for identifying, disclosing, and managing conflicts of interest. It defines a core principle for identifying conflicts of interest, and provides guidelines for disclosing and managing a Conflict of Interest.

The intended outcome of ratifying this Policy is that House of Stake establishes standards for identifying, disclosing, and managing conflicts of interest, protecting the integrity and legitimacy of NEAR House of Stake.

Payload

NEAR House of Stake Conflict of Interest Policy

NEAR House of Stake Conflict of Interest Policy

Article 1 – Purpose

NEAR House of Stake works because Stakeholders align their success with the success of the NEAR ecosystem. When separate interests might pull in a different direction, transparency maintains integrity and legitimacy.

This Policy protects the legitimacy of NEAR House of Stake by establishing principles for identifying, disclosing and managing conflicts of interest.

Article 2 – Scope and Application

Governance Body Members and Endorsed Delegates are bound to this Policy through Constitutional Documents that refer to it with their respective obligations and enforcement mechanisms. Those documents include, but are not limited to:

  • NEAR House of Stake Constitution
  • NEAR House of Stake Proposals and Voting Procedures
  • NEAR House of Stake Screening Committee Charter
  • NEAR House of Stake Endorsed Delegates Charter
  • NEAR House of Stake Code of Conduct

When evaluating whether another Stakeholder bound to this policy has appropriately identified, disclosed, and managed a Conflict of Interest, apply this framework from their perspective.

Article 3 – Identifying a Conflict of Interest

Core Principle

A Conflict of Interest exists when a Stakeholder stands to gain benefits from a decision that are not proportionally available to other NEAR Stakeholders.

Participation in decisions where a Stakeholder has a Conflict of Interest can undermine the legitimacy of NEAR House of Stake.

Quick Assessment

  1. Do I stand to gain something that most other Stakeholders do not?
  2. How much would the benefit influence how I participate, compared with my concern for ecosystem outcomes?
  3. If other Stakeholders knew about this benefit, would they have reasonable grounds to question whether I’m balancing ecosystem and personal interests appropriately?

If any are “yes” or “uncertain,” consider the factors below.

Assessment Factors

When a potential conflict exists, assess its nature and magnitude.

Nature of the benefit:

  • Economic (payments, funding, tokens, business value)
  • Professional (appointments, relationships, reputation, access)
  • Personal (relationships with beneficiaries, project alignment)

Magnitude of the benefit:

  • Size of the benefit relative to your circumstances
  • Likelihood that you will receive the benefit
  • Number of others who will receive a similar benefit
  • Period over which you, and the ecosystem, will benefit

Making the judgment

Based on your assessment, ask:

Would this benefit influence my participation in ways that don’t serve ecosystem interests?

If yes or uncertain, you have a Conflict of Interest to disclose.

Article 4 – Disclosing a Conflict of Interest

When you have identified a Conflict of Interest, your primary action should be to disclose it.

When to Disclose

Disclose a Conflict of Interest in a decision before participating in that decision, including public or private advocacy, delegation and voting.

If you identify a conflict after you’ve already participated, disclose immediately and clarify what actions you took before discovery.

When in doubt, disclose. Over-disclosure is preferable to under-disclosure.

What to disclose

  • Nature of the benefit (economic, professional, personal)
  • Connection between the benefit and the decision
  • Magnitude if quantifiable, or context if not

Article 5 – Managing Participation with a Conflict of Interest

After disclosing a Conflict of Interest, only participate in that decision, including public or private advocacy, delegation and voting, in ways that serve rather than harm the decision process.

In making this judgment, consider the following.

Participation may harm the decision process when:

  • You stand to gain significant benefits not proportionally shared by other Stakeholders
  • Your participation would create reasonable doubt about the decision’s legitimacy

Participation may serve the decision process when:

  • You stand to gain only benefits that are proportionally shared by other Stakeholders
  • You are providing information or expertise that is valuable to the decision process

END OF NEAR HOUSE OF STAKE CONFLICT OF INTEREST POLICY

Context

NEAR House of Stake operates under a governance framework composed of binding Foundation Legal Documents and Constitutional Documents adopted by Tokenholders.

The Conflict of Interest Policy preserves some elements, while changing others from v0.3.

Following the Forum discussion around 0.3, the Head of Governance undertook to finalize the Policy, and align it with the remaining Constitutional Documents, with support from Hack Humanity.

Problem

Multiple Constitutional Documents – including the Constitution, the Proposals and Voting Procedures, the Screening Committee Charter, and the Endorsed Delegates Charter – require Stakeholders to identify, disclose, and manage conflicts of interest in accordance with a Policy. Without a ratified Policy, those documents have no principles or guidelines to rely on.

Approach

The Policy preserves the Purpose defined in v0.3: to protect the legitimacy of NEAR House of Stake.

Incentive-aligned Stakeholder participation is a feature of NEAR House of Stake, not a bug. Large tokenholders who want the value of their tokens to increase share that incentive with every other tokenholder, and often have valuable contextual knowledge to guide decisions. The Policy defines a Conflict of Interest as existing when a Stakeholder also has an incentive that is not shared by all Stakeholders.

The Policy defines disclosure as the primary mechanism for managing Conflict of Interest, and secondarily provides guidelines for participation that serves the decision process. Transparency is central to the integrity of decision-making: while participating in a decision with a disclosed Conflict of Interest may still be helpful, participating with an undisclosed Conflict of Interest is much more likely to be harmful.

The Policy defines principles, and provides guidelines for judgment rather than prescriptive rules. NEAR House of Stake is a permissionless, privacy-preserving system where, for unbound Stakeholders, Conflicts of Interest are often undetectable and a Policy is unenforceable. Setting strict rules that cannot be enforced would lead to repeated breaches that would undermine rather than protect legitimacy. Requiring disclosure in response to an allegation of Conflict of Interest could slow down decision-making, and potentially be weaponised. Furthermore, Conflict of Interest is complex – both assessing and managing it require judgment, and attempting to define all cases would lead to endless addition of rules.

The Policy leaves out operational details and examples. It is designed to be accompanied by a Guide that provides operational details and examples to help Stakeholders identify, disclose, and manage conflicts of interest in practice.

End-to-end Value Hypothesis

On a standalone basis, this proposal establishes a clear, principle-based framework for identifying, disclosing, and managing conflicts of interest within NEAR House of Stake.

Objective

Establish the ratified Conflict of Interest Policy for NEAR House of Stake.

Outcome

Following ratification, two outcomes are intended or expected:

  1. Intended: Stakeholders participating in House of Stake decisions bound to the Policy by a Constitutional Document, adopt shared practices for identifying, disclosing, and managing conflicts of interest, protecting the legitimacy of governance decision-making.
  2. Expected: Constitutional Documents that reference the Conflict of Interest Policy can legitimately rely on its principles and guidelines for identifying, disclosing, and managing conflicts of interest.

Dependencies

This proposal has no dependencies on external documents, components, infrastructure, systems, or conditions.

Key Performance Indicators (KPIs)

Not applicable to this proposal.

Technical Specification

No software code, smart contract logic, or protocol-level changes are introduced by this proposal.

Backwards Compatibility

The Conflict of Interest Policy does not override or amend the authority of the Foundation Legal Documents. It is compatible with NEAR House of Stake Constitutional Documents, including prior interim versions of them.

Security Considerations

No security considerations identified.

Stakeholders

Activity / Decision Responsible Accountable Consulted Informed
Conflict of Interest identification, disclosure and management Each participating Stakeholder Each participating Stakeholder - NEAR forum

Stakeholders bound to the Policy by a Constitutional Document are accountable for compliance with it, under the terms of that document.

Implementation Plan

The implementation of this proposal will be complete when the Conflict of Interest Policy is published in the House of Stake Documentation.

Milestones

Once ratified and published, the Conflict of Interest Policy comes into and remains in effect until amended.

Budget & Resources

Not applicable.

Conflict of Interest

The author of this proposal is @HackHumanity, which is contracted by NEAR Foundation including for the implementation of this proposal.

The production of this proposal is consistent with Hack Humanity’s engagement in facilitating the Governance Transition Program. To avoid any potential conflict of interest, Hack Humanity and its team members will either not vote, or vote abstain on this proposal.

Copyright

Copyright and related rights waived via CC0 1.0

Authorship & Acknowledgment

Authored by: @danrandow and @klausbrave from @HackHumanity
Review and feedback from: @haenko, @humbertobosso, @juanbell, @AK_HoG, and Bianca Guimaraes (NF Legal)

3 Likes
(Deprecated) HSP-XXX: House of Stake - Conflicts of Interest Policy
HSP-008: NEAR House of Stake Constitution
Ratifying Our Constitutional Documents: Upcoming Proposals Dec 2025
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NEAR House of Stake Conflict of Interest Policy – Change Report

Executive Summary

The Conflict of Interest Policy v1.0 evolves the v0.3 version, aligning it with the ratifiable House of Stake Constitutional Documents.

Version 0.3 introduced a structured matrix-based framework, detailed examples, and internal enforcement procedures. The final version (v1.0) preserves the core purpose-protecting the legitimacy of House of Stake governance-while simplifying structure, clarifying scope, relocating enforcement mechanisms to the appropriate Constitutional Documents, and shifting from prescriptive rules to principle-based guidance.

Strategic Impact of Key Changes

1. Clarifying Scope and Enforcement Boundaries

Version 0.3 applied broadly to Delegates, community members, and individuals influencing decisions, and included its own enforcement and disciplinary provisions.

Version 1.0 clarifies that:

  • Governance Body Members and Endorsed Delegates are bound to the Policy through Constitutional Documents that reference it.
  • Enforcement mechanisms are defined in the Constitution (e.g. Removal for Cause) rather than recreated within the Policy itself.
  • The Policy is especially designed for Governance Body Members and Endorsed Delegates. The intention is to formally apply the Conflict of Interest Policy to the roles that are have enforceability, and for the remaining Stakeholders make it an expected behavior, and expected behaviours are in the Code of Conduct.

2. Replacing the 2x2 Matrix and Traffic-Light System with a Unified Decision Flow

Version 0.3 relied on a 2x2 matrix distinguishing between actual and perceived conflicts, combined with a traffic-light model and extensive scenario examples.

Version 1.0 replaces that structure with:

  • A single Core Principle defining conflict as a benefit not proportionally available to other Stakeholders.
  • A Quick Assessment with self-evaluation questions.
  • Assessment Factors focusing on the nature and magnitude of benefit.
  • Examples will be explored in a supplementary guide.

This shift removes quadrant classification and color-coded categories, replacing them with a judgment-based framework centered on proportionality and ecosystem legitimacy.

3. Shifting from Mandatory Recusal Rules to Disclosure as the Primary Mechanism

Version 0.3 required disclosure and recusal in defined categories and included procedural instructions for the recusal process.

Version 1.0 establishes:

  • Disclosure is the primary action when a conflict is identified.
  • Participation guidance framed around whether continued involvement would harm or serve the decision process.
  • A preference for transparency (“When in doubt, disclose”) rather than automatic abstention.

This reflects a move away from prescriptive behavioral mandates toward a principle-based standard.
The focus is now strictly on identifying, disclosing, and managing conflicts, while leaving enforcement and procedural consequences to the Constitution and Code of Conduct.

4. Refining Definitions and Removing Ambiguous Triggers

Version 0.3 defined conflicts in relation to interests that “improperly influence, or appear to influence” decisions and treated perceived conflicts as a primary axis of classification.

Version 1.0:

  • Removes the “improperly influence” phrasing.
  • Does not treat perceived conflict as a separate automatic category.
  • Grounds identification in proportionality and ecosystem legitimacy.
  • Routes uncertainty into disclosure rather than categorical recusal.

This reduces definitional ambiguity and avoids the need to interpret subjective concepts such as “appearance” or “improper influence.”

Conclusion

The Conflict of Interest Policy v1.0 is a concise, principle-based standard centered on proportionality, disclosure, and legitimacy.

3 Likes
3

Thank you to @HackHumanity , I appreciate your work to simplify the COI Policy. Shifting toward a “Core Principle” (Article 3) and removing prescriptive rules that cannot be technically enforced today is a pragmatic way to avoid “governance debt.”

However, in the transition from v0.3 to v1.0, the framework has moved so far into high-level principles that it lacks the operational clarity required to protect the HoS’s legitimacy during real-world disputes. To ensure this policy is effective from day one, I would like the authors to clarify the following two points:

  • In a permissionless environment, participants can be targeted with unsolicited assets or tokens to force a technical COI violation. Article 4 relies on “Over-disclosure” as the solution. However, transparency alone does not address the risk of a malicious actor weaponizing this policy to disqualify specific participants and break quorums.

    Ques: Can we include a provision that protects a member’s standing if they immediately disclose an unsolicited benefit and commit to a period of neutrality? This is a zero-cost way to prevent the policy from being used as a tool for governance sabotage.

  • Article 5 allows a member with a conflict to participate if it “serves the decision process.” However, this is highly subjective. A participant with a significant financial interest could easily argue their expertise is indispensable to justify their continued influence over a decision.

    Ques: Who makes the final determination on whether participation serves or harms the process? If the Screening Committee is the intended arbiter of this judgment call, that needs to be explicitly stated to ensure accountability.

Thanks for revised work on this proposal, this version is cleaner and easier to understand, thank you!

2 Likes
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I like this wording. It is also worth noting that it remains unclear who will actually enforce this.

There was a proposal to introduce a Due Diligence Team to oversee the process. However, it seems that the NF is hesitant about genuine decentralization and will likely retain control over this framework as well - just as it currently does within the HoS.

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Thank you for reviewing the Policy, and sharing these questions, @coffee-crusher.

• In a permissionless environment, participants can be targeted with unsolicited assets or tokens to force a technical COI violation. Article 4 relies on “Over-disclosure” as the solution. However, transparency alone does not address the risk of a malicious actor weaponizing this policy to disqualify specific participants and break quorums.
Ques: Can we include a provision that protects a member’s standing if they immediately disclose an unsolicited benefit and commit to a period of neutrality? This is a zero-cost way to prevent the policy from being used as a tool for governance sabotage.

The Policy does mention the case where a member discovers a COI after they already participated in a decision. Whether disclosed or not, under the Policy, a COI doesn’t disqualify a member from voting, so can not be used to attack a quorum.

• Article 5 allows a member with a conflict to participate if it “serves the decision process.” However, this is highly subjective. A participant with a significant financial interest could easily argue their expertise is indispensable to justify their continued influence over a decision.
Ques: Who makes the final determination on whether participation serves or harms the process? If the Screening Committee is the intended arbiter of this judgment call, that needs to be explicitly stated to ensure accountability.

Weighing those two factors is a great example of how nuanced Conflict of Interest is. The Screening Committee does makes these judgements when reviewing Endorsed Delegates.

Where this applies to a Screening Committee member, the Screening Committee may itself discuss and make a judgement. If that fails, then 4.5 Appeals and Complaints of the Screening Committee Charter applies, which could escalate to 4.2 Removal for Cause in the Constitution.

Also the call recording for: GM HoS - Conflicts of interest Policy is useful context for anyone understanding Conflict of Interest as we discussed the questions:

  • whales ≠ malicious
  • interest ≠ conflict

Thanks again for your feedback Coffee-Crusher.

1 Like
6

Thanks for bringing up these informed questions @coffee-crusher

To answer your first question:

Perceived conflict of interest is taken out from v1.0 as an automatic trigger for CoI enforcement, to precisely cover the policy from being weaponized. This means that, regardless of what other Stakeholders may perceive, the subject in question is the one who does a self-assessment and discloses what may be considered relevant.

Also, it is to be noted that this policy is only enforceable for Governance Body Members and Endorsed Delegates, who can be removed for cause, as stated in the Constitution and the Screening Committee Charter.

For all other Stakeholders, disclosing conflicts of Interest is an expected behavior in the Code of Conduct, and enforcement related to Code of Conduct is proposed to be managed by Platform Moderators through a complaint form in the House of Stake Documentation, to avoid reporting happening in public forums, and protect the parties and the community from case-related noise, with internal discretion.

In relation to “unsolicited tokens” that could be considered associated with a proposal, as soon as one notices, disclosing them is the expected behavior. To ensure they are not weaponized against a voter, the disclosure statement may detail if they were unsolicited, and for which concept they should be considered, or not, relevant for managing their participation.

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The NEAR House of Stake Conflict of Interest Policy Proposal has been updated to Simple majority voting threshold according to the Screening Committee Review and recommendations, Hack Humanity’s response is here:

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Update: HSP-012 — House of Stake Conflict of Interest Policy Ratified

We are pleased to confirm that the proposal has successfully completed the full ratification process:

With all required steps completed, HSP-012 is now officially ratified and in force , replacing all interim versions.

The House of Stake policies are available here:

1 Like